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EXHIBIT 10.14
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SECOND SUPPLEMENTAL INDENTURE
among
T & W FUNDING COMPANY IV, L.L.C.
("Issuer")
and
T & W FINANCIAL CORPORATION (formerly known as
T&W LEASING, INC.)
("Servicer")
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
("Indenture Trustee" and "Back-up Servicer")
Dated as of April 30, 1996
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This SECOND SUPPLEMENTAL INDENTURE dated as of April 30, 1996 (herein,
as amended and supplemented from time to time as permitted hereby, called this
"Second Supplemental Indenture"), is entered into by and among T & W FUNDING
COMPANY IV, L.L.C., a Delaware limited liability company (herein, together with
its permitted successors and assigns, called the "Issuer"), T & W FINANCIAL
CORPORATION (formerly known as T&W LEASING, INC.), a Washington corporation, as
servicer (herein, together with its permitted successors and assigns, called the
"Servicer") and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, a national banking
association, as trustee (herein, together with its permitted successors and
assigns, called the "Indenture Trustee") and as back-up servicer (herein,
together with its permitted successors and assigns, called the "Back-up
Servicer").
PRELIMINARY STATEMENT
The Issuer has entered into an Indenture dated as of July 1, 1995, as
amended by the Supplemental Indenture dated as of August 11, 1995 (the
"Indenture"), with the Servicer, the Indenture Trustee and the Back-up Servicer
pursuant to which the Issuer intends to issue from time to time its Lease-Backed
Notes (the "Notes"). The Issuer has duly authorized the execution and delivery
of this Second Supplemental Indenture to amend the Indenture as set forth
herein. All covenants and agreements made by the Issuer, the Servicer, the
Indenture Trustee and the Back-up Servicer herein are for the benefit and
security of the Holders of the Notes and the Bond Insurer. Capitalized terms not
defined herein shall have the meaning set forth in the Indenture.
All things necessary to make this Second Supplemental Indenture a valid
agreement of the Issuer, the Servicer, the Indenture Trustee and the Back-up
Servicer in accordance with its terms have been done.
ARTICLE I
Section 1.01. Amendments to Article I of the Indenture. (a) The
definition of Additional Principal Amount is hereby amended by replacing
"12.02(d)(xiii)" with "12.02(d)(xii)."
(b) Clause (iv) of the definition of Bond Insurer Premium is hereby
removed in its entirety and replaced with the following:
(iv) on each Payment Date occurring in January 1996 through and
including April 1996, an amount equal to 0.00375 divided by 12
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multiplied by the outstanding principal balance of all Tranches
of Notes, after giving effect to any principal distribution on
such date.
(c) The following clause (v) is hereby added to the definition of Bond
Insurer Premium:
(v) on each Payment Date after the Payment Date occurring in
April 1996, an amount equal to the Bond Insurer Premium Rate
divided by 12 multiplied by the outstanding principal balance of
all Tranches of Notes, after giving effect to any principal
distribution on such date.
(d) The definition of Bond Insurer Premium Rate is hereby removed in its
entirety and replaced with the following:
"Bond Insurer Premium Rate": On and prior to the Payment Date
occurring in April, 1996, thirty-seven and one-half
one-hundredths of one percent (0.375%). Thereafter, thirty five
one-hundredths of one percent (0.35%).
(e) The following definition is hereby added after the definition of
Company:
"Consolidation Report": The report prepared in connection with
the consolidation of two or more Tranches of Floating Rate Notes
pursuant to Section 3.08(f) hereof and attached as an addendum
to the Monthly Servicer's Report.
(f) The definition of Funding Period is hereby removed in its entirety
and replaced with the following:
"Funding Period": The period commencing on the date the first
Tranche of Notes are issued, authenticated and delivered through
April 14, 1997, unless extended by mutual agreement among the
Issuer, the Bond Insurer and the Holders of 51% of the aggregate
principal amount of the Notes Outstanding at the time of such
extension.
(g) The period after item (5) of the definition of Funding Period
Trigger Event is hereby replaced with "; or" and the following item (6) is
hereby added to the definition of Funding Period Trigger Event:
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(vi) During the Funding Period, as of any Calculation Date, the
difference between (a) the sum of the Aggregate Implicit
Principal Balance and the balance in the Cash Collateral Account
and (b) the aggregate principal balance of Notes Outstanding is
less than the Required Collateralization Amount.
(h) The definition of Funding Report is hereby amended by inserting "or
the Consolidation Report prepared in connection with the consolidation of two or
more Floating Rate Tranches of Notes into one Floating Rate Tranche pursuant to
Section 3.08(f) hereof." immediately after "issuance of a new Tranche of Notes".
(i) The definition of Insurance Agreement is hereby amended by inserting
"including any amendments thereto as therein permitted." immediately after the
word "Trustee".
(j) The definition of Lease Contracts is hereby amended by adding the
following parenthetical between the phrase "on the Delivery Date" and the clause
"or which are Substitute Lease Contracts":
(or with respect to a consolidation pursuant to Section 3.08(f)
the Lease Schedules attached to the Funding Reports for the
Tranches to be consolidated)
(k) The definition of Maximum Outstanding Note Amount is hereby removed
in its entirety and replaced with the following:
"Maximum Outstanding Note Amount": $90,000,000.
(l) The definition of Policy is hereby removed in its entirety and
replaced with the following:
"Policy": With respect to the Notes, the Note Insurance Policy
issued by the Bond Insurer insuring the Notes in accordance with
the terms thereof.
Section 1.02. Amendments to Article II of the Indenture. (a) The
description of the "OBLIGATIONS" immediately under the heading "STATEMENT OF
INSURANCE" in Section 2.02 is hereby replaced in its entirety with the
following:
Not to Exceed $90,000,000
T & W Funding Company IV, L.L.C.
Lease-Backed Notes, Series 1995-1
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(b) The first sentence of the last paragraph of the "STATEMENT OF
INSURANCE" in Section 2.02 is hereby replaced in its entirety with the
following: "The Policy may be canceled only upon satisfaction of the conditions
set forth in Section 3 of the Amendment to the Insurance Agreement dated as of
April 30, 1996."
(c) The description of the "OBLIGATIONS" immediately under the heading
"STATEMENT OF INSURANCE" in Section 2.03 is hereby replaced in its entirety with
the following:
Not to Exceed $90,000,000
T & W Funding Company IV, L.L.C.
Lease-Backed Notes, Series 1995-1
(d) The first sentence of the last paragraph of the "STATEMENT OF
INSURANCE" in Section 2.03 is hereby replaced in its entirety with the
following: "The Policy may be canceled only upon satisfaction of the conditions
set forth in Section 3 of the Amendment to the Insurance Agreement dated as of
April 30, 1996."
Section 1.03. Amendment to Article III of the Indenture. The following
is hereby added to Section 3.08 of the Indenture as subparagraph (f) thereof:
(f) On each Payment Date, at the option of the Holder of Floating Rate
Notes, one or more Tranches of such Holder's Floating Rate Notes may be
exchanged for one consolidated Tranche of Floating Rate Notes, the initial
principal amount of which is equal to the sum of the outstanding principal
balance of the Tranches being consolidated, upon satisfaction of the following
conditions:
(i) delivery by the Issuer to the Trustee, the Bond Insurer and the
Holders of the Notes of a new Targeted Balance Schedule with respect to such
consolidated Tranche of Floating Rate Notes;
(ii) prior to the initial exchange under this Section 3.08(f), the Bond
Insurer shall have issued a new Policy with respect to the Floating Rate Notes
in an aggregate amount not to exceed $90,000,000; and
(iii) such consolidation occurs no later than the Payment Date
immediately following the earlier of (x) the Funding Period, (y) a Funding
Period Trigger Event or (z) an Event of Default.
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Section 1.04. Amendments to Article IV of the Indenture. (a) The
following is hereby added to Section 4.01(c) of the Indenture as clause (xvi)
thereof:
(xvi) the maximum weighted average remaining term of all Lease
Contracts at the time of such issuance shall be 44 months.
(b) Clause (xiii) of Section 4.01(c) is hereby replaced in its entirety
with the following:
(xiii) after such issuance, the principal amount of the Notes
Outstanding shall not exceed the Maximum Outstanding Note Amount;
Section 1.05. Effect of Amendment. Except as amended hereby, the
Indenture shall remain in full force and effect in accordance with the terms set
forth therein and is hereby ratified and confirmed in all respects by the
parties thereto.
Section 1.06. Counterparts. This Second Supplemental Indenture may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.
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IN WITNESS WHEREOF, the Issuer, the Servicer, the Back-up Servicer and
the Indenture Trustee have caused the Indenture to be duly executed by their
respective officers thereunto duly authorized as of the date and year first
above written.
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, Indenture Trustee
By:
Name:
Title:
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, Back-up Servicer
By:
Name:
Title:
T & W FUNDING COMPANY IV, L.L.C.
Issuer
By:
Name:
Title:
T & W FINANCIAL CORPORATION,
Servicer
By:
Name:
Title:
ACKNOWLEDGED and ACCEPTED:
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MBIA INSURANCE CORPORATION,
Bond Insurer
By: ________________________________
Name:
Title:
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CONSENT TO SECOND SUPPLEMENTAL INDENTURE
The undersigned, being the only Noteholder representing 100% of the
Notes (as defined in the Second Supplemental Indenture to which this Consent is
attached), hereby consents to the terms and conditions of the Second
Supplemental Indenture to which this Consent is attached and the execution
thereof by the Issuer, the Servicer, the Indenture Trustee, the Back-up Servicer
and the Bond Insurer.
Noteholder:
TLC INVESTMENT TRUST
By: The Industrial Bank of Japan, Limited,
New York Branch, as Attorney-in-fact
By:_____________________________
Name:
Title:
